The term 'Company' refers to Paradigm5 Creative, operating under the trade name Paradigm5 Creative LTD

The term 'Supplier' refers to the recipient specified in the Order.

'Order' signifies the purchase order issued on behalf of the company, bearing the serial number indicated on it.

'Goods' pertains to the finalized products outlined in the Order, while 'Services' denotes the services outlined in the Order.

'Specification' indicates the technical description, if provided, of the Goods or Services mentioned in the Order.

The placement of an Order is governed by these Conditions, which supersede any other conditions stipulated, incorporated, or referred to by the Supplier or established in the course of dealings between the Company and the Supplier. Unless in writing and signed by or on behalf of both the Company and the Supplier, no modification of these Conditions shall be effective, except as provided in Clause 2(3).

After acceptance by the Supplier, the Company reserves the right to reasonably vary the quantity, quality, or design of the Goods or Services, with corresponding adjustments to price and delivery. Such variations must be documented in writing and duly signed on behalf of the Company.

The price payable for the Goods shall not exceed the amount stated in the Order, unless otherwise mutually agreed upon in writing by the Company.

The Company shall not be held liable for any Goods or Services supplied or work done without a valid Purchase Order. The Order number must be explicitly quoted on all documents and correspondence.

The Company places reliance on the expertise of the Supplier, especially in situations where the Company seeks advice or recommendations from them.

The Supplier shall deliver the properly labeled and packed Goods at their own risk and expense to the specified destination in the Order or another agreed-upon location in writing by the Company and the Supplier.

Upon the Supplier's request, the Company will return any reusable packing materials to the Supplier at the Supplier's risk and expense.

The Company reserves the right to cancel this Order or any part of it without incurring liability if the delivery exceeds the specified time. Upon cancellation, the Company is entitled to:

(a) Return, at the Supplier's risk and expense, any undeployable Goods already delivered and recover any monies paid.

(b) Receive from the Supplier any additional expenses reasonably incurred by the Company in obtaining replacement goods.

The Company may accept excess Goods at its discretion, but if not accepted, the Goods will be returned at the risk and expense of the Supplier, with any associated storage charges being the Supplier's responsibility.

Ownership in Goods supplied by the Supplier hereunder shall pass to the Company on delivery or collection by the Company without prejudice to any right of rejection which may accrue to the Company under these conditions or under general law.

Unless stated otherwise, the Company shall pay no more than the specified price for Goods under the purchase order, subject to approval on or before the last day of the calendar month following the month of Goods delivery.

The Company is not obligated to pay carriage charges or fees for packaging, unless agreed otherwise in writing between the Company and the Supplier.

If the Supplier delivers Goods before the agreed date, the Company reserves the right to delay payment until the due date specified in the contract.

The Company may take advantage of any superior terms offered by the Supplier regarding the purchase of Goods, adjusting the price or payment terms accordingly.

It is a strict condition that the Supplier must submit all invoices for services or goods within 180 days of supply or delivery under each purchase order. The Company will not acknowledge or settle charges received after this period.

Goods or Services must be provided with a high level of competence, conforming to the quantity, quality, and description specified in the Order and subject to its terms.

Goods or Services must adhere to the Consumer Protection Act 1987 at the time of delivery, comply with standards and regulations of specified government or regulatory bodies in the Order, and meet relevant statutory requirements.

If the Company reasonably believes that any submitted invoice is defective or does not align with the Supplier's obligations under the Agreement, the Company may withhold payment of the disputed amount pending resolution of the dispute.

You grant the Company a non-exclusive, worldwide, perpetual, and royalty-free license to use any intellectual property rights arising from the Services, as required for the Company's ordinary business.

You indemnify the Company against claims for infringement of third-party rights arising from proper use of work resulting from the Services, excluding adaptations made by the Company or third parties after the applicable warranty conditions expire. You also indemnify the Company against costs and damages incurred in such infringement claims.

The Supplier, along with its employees and subcontractors, must maintain confidentiality regarding all commercial or technical information disclosed by or on behalf of the Company for the Agreement's purpose.

The Supplier must not attempt to acquire or claim any Intellectual Property belonging to P5, its Clients, or associates. Such property remains the exclusive ownership of the respective party or its associates

Without written permission, the Supplier is prohibited from promoting an association with P5, its Clients, or associates during or after the agreement term.

The Supplier is restricted from using or approaching any past or present Clients or associates of P5 to establish or seek rights for promoting an association without the written permission of two owning Partners, both within and outside the agreement term..

Supplier shall be responsible for any errors or omissions in any drawings, calculations, packaging details or other particulars supplied by Supplier, whether such information has been approved by the Company or not, provided that such errors or omissions are not due to inaccurate information furnished in writing by the Company.

1) Supplier’s rights and obligations under the Agreement may not be assigned in whole or in part without the prior written consent of theCompany (acting in its sole discretion).

2) Nothing contained in this Order authorises the Supplier to enter into any contractual arrangement in the name of or on behalf of theCompany.

The Company can cancel this order or any uncompleted part without liability to the Supplier if the Company's need for the ordered goods is temporarily halted due to fires, strikes, lock-outs, government actions, war, hostilities, or other uncontrollable factors.

The Supplier affirms full coverage of its employees under Employers' Liability insurance and indemnifies the Company against any loss, damage, costs, claims, or expenses arising from accidents or injuries to Supplier employees during work under this Order. The Supplier also holds Professional Indemnity Insurance at an appropriate level, committing to provide a copy of the policy upon the Company's request.

The Company requires compliance with the highest ethical standards and all anti-corruption laws applicable in the England and Wales (whether through a third party or otherwise).

The Contractor must align Services with the Company's environmental policy, prioritizing energy and resource conservation, waste reduction, and eliminating ozone-depleting substances. Additionally, the Contractor should minimize the release of substances harmful to health and the environment, including greenhouse gases and volatile organic compounds.

The Company reserves the right to cancel the Order if:

(a) The Supplier becomes insolvent, enters into an arrangement with creditors, faces an administration order, or undergoes winding-up proceedings.

(b) The Supplier ceases ordinary course of business trading.

These conditions and all related contracts shall be governed by and construed in accordance with English and Welsh Law. The Supplier submits to the exclusive jurisdiction of the High Court of England and Wales and shall maintain all necessary licenses, permissions, consents, and permits to lawfully fulfill its obligations.

Unless otherwise required or prohibited by law, Supplier warrants to supply Goods or Services under the terms of the Agreement related to this clause.